Common use of Binding Effect; Assignments Clause in Contracts

Binding Effect; Assignments. (a) The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of Borrowers, Agent, Lenders and LC Issuer and their respective successors and assigns permitted hereby, except that (i) no Borrower shall have the right to assign its rights or obligations under the Loan Documents without the prior written consent of Agent, each Lender and LC Issuer, (ii) any assignment by any Lender must be made in compliance with Section 12.7(b), and (iii) any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party not made in compliance with this Section 12.7 shall be null and void, unless such attempted assignment or transfer is treated as participation in accordance with Section 12.8. The parties to this Agreement acknowledge that Section 12.7(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interests, including (A) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made any Loan (or participation in Letters of Credit) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii); provided, however, that Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation in Letters of Credit) or which holds any Note to direct payments relating to such Loan (or participation in Letters of Credit) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, shall be conclusive and binding on any subsequent holder or assignee of the rights to such Loan (or participation in Letters of Credit). (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially in the form of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is a Lender or an Affiliate of a Lender, (B) a Default has occurred and is continuing or (C) the assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to an assignment of a Revolving Commitment becoming effective unless the Purchaser is a Lender with a Revolving Commitment. Any consent required under this clause (ii) shall not be unreasonably withheld or delayed. (iii) Upon (A) delivery to Agent of a duly executed Assignment and Assumption Agreement, together with any consents required by this Section, and (B) payment of a $3,500 fee to Agent for processing such assignment (unless such fee is waived by Agent), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such Assignment and Assumption Agreement, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Commitment and Loans and participations in Letters of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.7 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. (iv) Agent shall maintain at one of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Subject to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to disclose to any Purchaser and any prospective Purchaser any and all financial information in Agent’s or such Lender’s possession concerning Borrowers or any of their Subsidiaries which has been delivered to Agent or such Lender by a Borrower pursuant to the Loan Documents or in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiaries.

Binding Effect; Assignments. (a) The terms and provisions of the Loan Documents this Agreement shall be binding upon and inure to the benefit of BorrowersBorrower, Agent, Administrative Agent and Lenders and LC Issuer and their respective successors and assigns permitted hereby, except that (i) no Borrower shall have the right to may not assign or otherwise transfer any of its rights or obligations under the Loan Documents hereunder without the prior written consent of Agenteach Lender, which consent may be withheld, conditioned or delayed in each Lender such Lender’s sole and LC Issuer, absolute discretion (ii) and any assignment by any Lender must be made in compliance with Section 12.7(b), and (iii) any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party not made in compliance with this Section 12.7 Borrower without consent shall be null and void), unless such attempted assignment and (ii) no Lender may assign or otherwise transfer is treated as participation its rights or obligations hereunder except in accordance with this Section 12.89.1. The Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in Section 9.2) and, to the extent stated in this Agreement, the Affiliates of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Lenders are not a joint venturer or a partner with Borrower. Each Lender may assign its rights and obligations under this Agreement acknowledge that and the other Loan Documents in accordance with the following provisions: (a) Subject to the conditions set forth in Section 12.7(b9.1(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interestsbelow, including (A) any pledge or assignment by any Lender of may assign to one or more assignees all or any a portion of its rights and obligations under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of including all or any a portion of its rights under this Agreement Commitment Amount and any Note the Advances at the time owing to its trustee in support of its obligations it) with the prior written consent (such consent not to its trusteebe unreasonably withheld, conditioned or delayed) of: (i) Borrower; provided, however, that no such pledge or consent of Borrower shall be required for an assignment creating to a security interest shall release the transferor Lender from its obligations hereunder unless Lender, an Affiliate of a Lender, an Approved Fund, a Federal Reserve Bank or, if an Event of Default has occurred and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made is continuing, any Loan other assignee; and (or participation in Letters of Creditii) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii)Administrative Agent; provided, however, that no consent of Administrative Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation for an assignment to an assignee that is a Lender with a Commitment Amount in Letters of Credit) or which holds any Note place immediately prior to direct payments relating giving effect to such Loan assignment. (or participation in Letters of Creditb) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees Assignments by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, Lenders shall be conclusive and binding on any subsequent holder or assignee of subject to the rights to such Loan (or participation in Letters of Credit).following additional conditions: (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially except in the form case of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is to a Lender or an Affiliate of a Lender, or an assignment of the entire remaining amount of the assigning Lender’s Commitment Amount, the amount of the Commitment Amount of the assigning Lender subject to each such assignment (Bdetermined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) a shall not be less than $5,000,000.00 unless each of Borrower and Administrative Agent otherwise consent (such consent to not be unreasonably withheld, conditioned or delayed), provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing or continuing; (Cii) the each partial assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to made as an assignment of a Revolving Commitment becoming effective unless proportionate part of all the Purchaser is a Lender with a Revolving Commitment. Any consent required assigning Lender’s rights and obligations under this clause (ii) shall not be unreasonably withheld or delayed.Agreement; (iii) Upon (A) delivery the parties to each assignment shall execute and deliver to Administrative Agent of a duly executed an Assignment and Assumption AgreementAssumption, together with a processing and recordation fee of $3,500.00 payable to Administrative Agent by the assigning Lender; (iv) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire in which the assignee designates one or more representatives to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantors or any consents required by this Sectionother Loan Parties, and their Affiliates, or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; and (Bv) payment the assignee may not be an Affiliate of a $3,500 fee Borrower, Guarantors or any other Loan Party. (c) Subject to Agent for processing such assignment (unless such fee is waived by Agentacceptance and recording thereof pursuant to Section 9.1(e), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under this Agreement, and the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were an original party theretoof the interest assigned by such Assignment and Assumption, and the transferor Lender shall be released with respect to the Commitment and Loans and participations from its obligations under this Agreement (and, in Letters of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder party hereto but shall continue to be entitled to the benefits ofof Sections 2.11, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.7 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment9. (iv) Agent shall maintain at one of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Subject to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to disclose to any Purchaser and any prospective Purchaser any and all financial information in Agent’s or such Lender’s possession concerning Borrowers or any of their Subsidiaries which has been delivered to Agent or such Lender by a Borrower pursuant to the Loan Documents or in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiaries.

Binding Effect; Assignments. (a) The terms and provisions of the Loan Documents this Agreement shall be binding upon and inure to the benefit of BorrowersBorrower, Agent, Administrative Agent and Lenders and LC Issuer and their respective successors and assigns permitted hereby, except that (i) no Borrower shall have the right to may not assign or otherwise transfer any of its rights or obligations under the Loan Documents hereunder without the prior written consent of Agenteach Lender, which consent may be withheld, conditioned or delayed in each Lender such Lender’s sole and LC Issuer, absolute discretion (ii) and any attempted assignment or transfer by any Lender must Borrower without consent shall be made in compliance with Section 12.7(bnull and void), and (iiiii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.1 (and any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party such Lender not made so in compliance with this Section 12.7 accordance shall be null and void). Nothing in this Agreement, unless such attempted assignment expressed or transfer is treated as participation implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in Section 9.2 hereof) and, to the extent stated in this Agreement, the Affiliates of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Lenders are not a joint venturer or a partner with Borrower. Each Lender may assign its rights and obligations under this Agreement and the other Loan Documents in accordance with the following provisions: (a) Subject to the conditions set forth in Section 12.8. The parties to this Agreement acknowledge that Section 12.7(b9.1(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interestsbelow, including (A) any pledge or assignment by any Lender of may assign to one or more assignees all or any a portion of its rights and obligations under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of including all or any a portion of its rights under this Agreement Commitment Amount and any Note the Advances at the time owing to its trustee in support of its obligations it) with the prior written consent (such consent not to its trusteebe unreasonably withheld, conditioned or delayed) of: (i) Operating Borrower; provided, however, that no consent of Operating Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund, a Federal Reserve Bank or, if an Event of Default or an Unmatured Event of Default (so long as Administrative Agent has delivered to Operating Borrower written notice of such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless Unmatured Event of Default) has occurred and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made is continuing, any Loan other assignee; and (or participation in Letters of Creditii) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii)Administrative Agent; provided, however, that no consent of Administrative Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation for an assignment to an assignee that is a Lender with a Commitment Amount in Letters of Credit) or which holds any Note place immediately prior to direct payments relating giving effect to such Loan assignment. (or participation in Letters of Creditb) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees Assignments by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, Lenders shall be conclusive and binding on any subsequent holder or assignee of subject to the rights to such Loan (or participation in Letters of Credit).following additional conditions: (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially except in the form case of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is to a Lender or an Affiliate of a Lender, or an assignment of the entire remaining amount of the assigning Lender’s Commitment Amount, the amount of the Commitment Amount of the assigning Lender subject to each such assignment (Bdetermined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) a shall not be less than $5,000,000.00 unless each of Borrower and Administrative Agent otherwise consent (such consent to not be unreasonably withheld, conditioned or delayed), provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing or continuing; (Cii) the each partial assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to made as an assignment of a Revolving Commitment becoming effective unless proportionate part of all the Purchaser is a Lender with a Revolving Commitment. Any consent required assigning Lender’s rights and obligations under this clause (ii) shall not be unreasonably withheld or delayed.Agreement; (iii) Upon (A) delivery the parties to each assignment shall execute and deliver to Administrative Agent of a duly executed an Assignment and Assumption AgreementAssumption, together with a processing and recordation fee of $3,500.00 payable to Administrative Agent by the assigning Lender; provided that Borrower shall neither incur or be responsible for any consents required by this Sectioncosts or expenses in connection with any such assignments other than costs which Borrower elects to incur (including, without limitation, attorneys’ fees) associated with executing promissory notes or otherwise related to Borrower’s consenting to a Lender assignment (to the extent applicable). (iv) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire in which the assignee designates one or more representatives to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantor or any other Loan Parties, and their Affiliates, or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; (Bv) payment the assignee may not be an Affiliate of Borrower, Guarantor or any other Loan Party; (vi) Administrative Agent (a) shall at all times hold a portion of the Aggregate Commitment of at least $3,500 fee to 5,000,000.00, or (b) shall resign as the Administrative Agent for processing hereunder upon the request of Operating Borrower or the Required Lenders if at any time Administrative Agent no longer holds a portion of the Aggregate Commitment of at least $5,000,000.00, and a successor Administrative Agent shall thereafter be appointed in accordance with the provisions of Section 12.6 below. (vii) based upon the circumstances existing, on the closing date of such assignment, such assignment shall not cause Borrower to incur any additional cost, expense, liability or obligation under Section 2.6 or 2.10 above. (unless such fee is waived by Agentc) Subject to acceptance and recording thereof pursuant to Section 9.1(e), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under this Agreement, and the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were an original party theretoof the interest assigned by such Assignment and Assumption, and the transferor Lender shall be released with respect to the Commitment and Loans and participations from its obligations under this Agreement (and, in Letters of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder party hereto but shall continue to be entitled to the benefits ofof Sections 2.6, 2.7, and 9.12, in each case, and, to the extent accrued while a Lender, subject to, those provisions of this Agreement to the conditions and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreementlimitations thereof). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.7 9.1 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment9.2 hereof. (ivd) Agent Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments Commitment Amount of, and principal amounts amount of the Loans and participations in Letters of Credit Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and BorrowersBorrower, Administrative Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior written notice. (ce) Subject Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 9.1(b)(iii) hereof and any written consent to such assignment required by Section 9.1(a) hereof, Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided, however, that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof2.3(b), Borrowers hereby authorize 2.14(b) or 9.12(a), Administrative Agent shall have no obligation to accept such Assignment and each Lender to disclose to any Purchaser Assumption or record the information therein in the Register unless and any prospective Purchaser any and until such payment shall have been made in full, together with all financial information in Agent’s or such Lender’s possession concerning Borrowers or any accrued interest thereon. No assignment shall be effective for purposes of their Subsidiaries which this Agreement unless it has been delivered to Agent or such Lender by a Borrower pursuant to recorded in the Loan Documents or Register as provided in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiariesthis Section 9.1.

Binding Effect; Assignments. (a) The terms and provisions of the Loan Documents this Agreement shall be binding upon and inure to the benefit of BorrowersBorrower, Agent, Administrative Agent and Lenders and LC Issuer and their respective successors and assigns permitted hereby, except that (i) no Borrower shall have the right to may not assign or otherwise transfer any of its rights or obligations under the Loan Documents hereunder without the prior written consent of Agenteach Lender, which consent may be withheld, conditioned or delayed in each Lender such Lender’s sole and LC Issuer, absolute discretion (ii) and any assignment by any Lender must be made in compliance with Section 12.7(b), and (iii) any transfer by participation must be made in compliance with Section 12.8. Any attempted assignment or transfer by any party not made in compliance with this Section 12.7 Borrower without consent shall be null and void), unless such attempted assignment and (ii) no Lender may assign or otherwise transfer is treated as participation its rights or obligations hereunder except in accordance with this Section 12.89.1. The Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in Section 9.2) and, to the extent stated in this Agreement, the Affiliates of each of Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. Lenders are not a joint venturer or a partner with Borrower. Each Lender may assign its rights and obligations under this Agreement acknowledge that and the other Loan Documents in accordance with the following provisions: (a) Subject to the conditions set forth in Section 12.7(b9.1(b) relates only to absolute assignments and this Section 12.7 does not prohibit assignments creating security interestsbelow, including (A) any pledge or assignment by any Lender of may assign to one or more assignees all or any a portion of its rights and obligations under this Agreement and any Note to a Federal Reserve Bank or (B) in the case of a Lender which is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, any pledge or assignment of including all or any a portion of its rights under this Agreement Commitment Amount and any Note the Advances at the time owing to its trustee in support of its obligations it) with the prior written consent (such consent not to its trusteebe unreasonably withheld, conditioned or delayed) of: (i) Borrower; provided, however, that no such pledge or consent of Borrower shall be required for an assignment creating to a security interest shall release the transferor Lender from its obligations hereunder unless Lender, an Affiliate of a Lender, an Approved Fund, a Federal Reserve Bank or, if an Event of Default has occurred and until the parties thereto have complied with the provisions of Section 12.7(b)(iii). Agent may treat the Person which made is continuing, any Loan other assignee; and (or participation in Letters of Creditii) or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.7(b)(iii)Administrative Agent; provided, however, that no consent of Administrative Agent may in its good faith discretion (but shall not be required to) follow instructions from the Person which made any Loan (or participation for an assignment to an assignee that is a Lender with a Commitment Amount in Letters of Credit) or which holds any Note place immediately prior to direct payments relating giving effect to such Loan assignment. (or participation in Letters of Creditb) or Note to another Person. Any assignee of the rights to any Loan (or participation in Letters of Credit) or any Note agrees Assignments by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (or participation in Letters of Credit), whether or not a Note has been issued in evidence thereof, Lenders shall be conclusive and binding on any subsequent holder or assignee of subject to the rights to such Loan (or participation in Letters of Credit).following additional conditions: (i) Any Lender may at any time assign to one or more banks, financial institutions, or other Persons (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be substantially except in the form case of Exhibit J (an “Assignment and Assumption Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender shall either be in an amount equal to the entire applicable Commitment and Loans and participations in Letters of Credit of the assigning Lender or (unless Agent otherwise consents) be in an aggregate amount not less than $5,000,000. Each assignment shall be on a constant and not varying ratable percentage of the assigning Lender’s rights and obligations assigned under this Agreement, and each assignment by a Lender of Loans or Commitments shall be made only if, after giving effect thereto, such Lender continues to hold an equal ratable percentage of each class of all Loans and Commitments under this Agreement. The amount of the assignment shall be based on the Commitment or outstanding Loans and participations in Letters of Credit (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the assignment. (ii) The consent of Borrowers shall be required prior to an assignment becoming effective unless (A) the Purchaser is to a Lender or an Affiliate of a Lender, or an assignment of the entire remaining amount of the assigning Lender’s Commitment Amount, the amount of the Commitment Amount of the assigning Lender subject to each such assignment (Bdetermined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent) a shall not be less than $5,000,000.00 unless each of Borrower and Administrative Agent otherwise consent (such consent to not be unreasonably withheld, conditioned or delayed), provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing or continuing; (Cii) the each partial assignment is being made in connection with a request by Borrower to provide additional financing (either by an increase to the Revolving Commitment or additional term loans) beyond those included in the Loan Documents on or about July 30, 2010. The consent of Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender or an Affiliate of a Lender. The consent of LC Issuer shall be required prior to made as an assignment of a Revolving Commitment becoming effective unless proportionate part of all the Purchaser is a Lender with a Revolving Commitment. Any consent required assigning Lender’s rights and obligations under this clause (ii) shall not be unreasonably withheld or delayed.Agreement; (iii) Upon (A) delivery the parties to each assignment shall execute and deliver to Administrative Agent of a duly executed an Assignment and Assumption AgreementAssumption, together with a processing and recordation fee of $3,500.00 payable to Administrative Agent by the assigning Lender; (iv) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire in which the assignee designates one or more representatives to whom all syndicate-level information (which may contain material non-public information about Borrower, Guarantor or any consents required by this Sectionother Loan Parties, and their Affiliates, or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; and (Bv) payment the assignee may not be an Affiliate of a $3,500 fee Borrower, Guarantor or any other Loan Party. (c) Subject to Agent for processing such assignment (unless such fee is waived by Agentacceptance and recording thereof pursuant to Section 9.1(e), such Assignment and Assumption Agreement shall become effective on the effective date specified by Agent in such Assignment and Assumption Agreement. The Assignment and Assumption Agreement shall contain a representation by the Purchaser to the effect that none of the consideration used to make the purchase of the Commitment and Loans or participations in Letters of Credit under the applicable Assignment and Assumption Agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of Lenders and shall have all the rights and obligations of a Lender under this Agreement, and the Loan Documentsassigning Lender thereunder shall, to the same extent as if it were an original party theretoof the interest assigned by such Assignment and Assumption, and the transferor Lender shall be released with respect to the Commitment and Loans and participations from its obligations under this Agreement (and, in Letters of Credit assigned to such Purchaser without any further consent or action by Borrowers, Lenders or Agent. In the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Lender hereunder party hereto but shall continue to be entitled to the benefits ofof Sections 2.11, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.7 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.8. Upon the consummation of any assignment to a Purchaser pursuant to this clause (iii), the transferor Lender, Agent and Borrowers shall, if the transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment9. (iv) Agent shall maintain at one of its offices in the U.S. a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Commitments of, and principal amounts of the Loans and participations in Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Subject to Section 12.6 (including compliance with the proviso set forth in clause (e) thereof), Borrowers hereby authorize Agent and each Lender to disclose to any Purchaser and any prospective Purchaser any and all financial information in Agent’s or such Lender’s possession concerning Borrowers or any of their Subsidiaries which has been delivered to Agent or such Lender by a Borrower pursuant to the Loan Documents or in connection with Agent’s or such Lender’s credit evaluation of Borrowers and their Subsidiaries or which has been obtained independently by Agent or such Lender in its credit evaluation or audit of Borrowers and their Subsidiaries.